Terms of Sale
These Terms of Sale apply to all sales of goods and/or services made through our website at www.superspree.com and any related ordering channels. By placing an order, you agree to these Terms as updated from time to time.
1. APPLICATION
1.1 These Terms apply to all contracts between us and you (“Customer”, “you”) for Goods and/or Services ordered via our Website or otherwise.
1.2 Any terms on your purchase orders or other documents do not apply unless we accept them in writing.
1.3 Definitions:
- “Goods” = physical products we supply.
- “Services” = any installation, configuration, training, support, or other services we provide.
- “Order” = your request to buy Goods/Services.
- “Contract” = the agreement formed when we accept your Order under clause 3.
2. PRODUCTS AND DESCRIPTIONS
2.1 We describe Goods and Services to the best of our knowledge. Images are illustrative; minor variations in colour or finish may occur.
2.2 We may make reasonable specification changes where required by law, safety, or supply, provided performance is not materially reduced.
3. ORDERS AND ACCEPTANCE
3.1 All Orders are offers. A Contract is formed only when we:
- send an order confirmation or invoice; or
- dispatch the Goods.
3.2 We may refuse or cancel any Order (in whole or part), for example if Goods are unavailable, we suspect fraud, or we cannot verify payment/credit.
3.3 If we cancel after acceptance (other than for your breach or force majeure), we will refund sums paid for unfulfilled Goods/Services.
4. PRICE AND PAYMENT
4.1 Prices are as shown on the Website or in our quotation/invoice, exclusive of VAT and delivery unless stated otherwise.
4.2 We may change prices before acceptance. After a Contract is formed, the price is fixed unless:
- you request changes; or
- we must pass on changes in taxes, duties, or carrier charges required by law.
4.3 Payment terms:
- B2B Customers: 30 days from invoice date , unless agreed otherwise.
- Ecommerce checkout: payment in full at the time of Order.
4.4 Payments must be made in GBP to the account on our invoice. Time for payment is of the essence.
4.5 If you pay late, we may:
- charge interest at 10% per annum above the Bank of England base rate, accruing daily until paid; and/or
- suspend further deliveries/Services until all overdue amounts are paid.
4.6 We may require deposits or prepayment for large or custom Orders.
5. DELIVERY, RISK AND TITLE
5.1 Delivery times are estimates only and not guaranteed unless expressly agreed as “time of the essence”.
5.2 Unless otherwise agreed:
- Delivery is to the address in your Order..
- You must ensure someone is available to receive Goods and that the site is accessible and safe.
5.3 Risk in Goods passes to you on delivery to the carrier or to your premises (as agreed). Title passes only when we have received payment in full for those Goods.
5.4 If delivery is delayed due to your failure to provide access, instructions, or approvals, we may store Goods at your risk and cost and invoice you accordingly.
6. INSPECTION AND DEFECTS
6.1 You must inspect Goods on delivery and notify us in writing within 14 business days of:
- visible damage, shortages, or incorrect items; or
- any non‑conformity reasonably discoverable on inspection.
6.2 For latent defects not reasonably discoverable on inspection, notify us within 14 days of discovery.
6.3 If Goods are defective or do not match the Contract, our liability (and your remedy) is limited, at our option, to:
- repair or replacement;
- a price reduction; or
- refund of the price paid for the affected Goods.
6.4 We are not liable for defects caused by misuse, neglect, unauthorised repairs/modifications, or normal wear and tear.
7. SERVICES
7.1 We will perform Services with reasonable skill and care.
7.2 You must provide all necessary access, information, and cooperation. Delays caused by you may result in additional charges and revised timelines.
7.3 Deliverables are for your internal business use only, unless agreed otherwise in writing.
8. RETURNS, CANCELLATIONS AND STATUTORY RIGHTS
8.1 These Terms are primarily for B2B Customers. If you are a “Consumer” (acting mainly outside your trade/business), additional statutory rights may apply (e.g. 14‑day right to cancel for distance sales).
8.2 For B2B Customers, there is no automatic right to return Goods or cancel Services unless:
- they are defective under clause 6; or
- we expressly agree in writing.
8.3 Agreed returns must be in original condition with packaging and documentation, at your cost unless we instruct otherwise.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Terms limits or excludes:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; or
- any liability that cannot lawfully be excluded or limited.
9.2 Subject to clause 9.1:
- we are not liable for loss of profits, revenue, business, goodwill, or anticipated savings;
- we are not liable for indirect, special, or consequential losses;
- our total liability for all claims arising from a Contract is limited to 100% of the total price paid for the relevant Goods/Services or £1000, whichever is higher.
9.3 For B2B Customers, all implied terms that can lawfully be excluded (including under the Sale of Goods Act 1979 and Supply of Goods and Services Act 1982) are excluded to the maximum extent permitted by law.
10. IP AND CONFIDENTIALITY
10.1 All IP rights in our Goods, Services, Website, and materials remain ours or our licensors’. Nothing here transfers IP ownership to you, except as expressly stated.
10.2 Each party must keep the other’s confidential information secure and use it only to perform the Contract. This obligation survives for 5 years after the Contract ends.
11. DATA PROTECTION
11.1 Each party will comply with applicable data protection laws (including the UK GDPR and Data Protection Act 2018) when processing personal data under the Contract.
11.2 Where we process personal data on your behalf, we will do so in line with our Privacy Policy and any separate data processing agreement if required.
12. FORCE MAJEURE
12.1 Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, strikes, fire, flood, or major internet/telecom outages (“Force Majeure”).
12.2 The affected party must notify the other promptly and use reasonable efforts to mitigate. If Force Majeure continues for more than 14 days, either party may terminate the affected Order on written notice.
13. TERMINATION AND SUSPENSION
13.1 We may suspend or terminate supply immediately if:
- you breach these Terms and fail to remedy within 30 days of notice (where remediable);
- you become insolvent, enter administration, or have a receiver appointed; or
- we reasonably believe you are using Goods/Services unlawfully.
13.2 On termination:
- all outstanding invoices become immediately due;
- you must return or destroy our confidential information;
- clauses intended to survive (including liability, IP, confidentiality, and governing law) shall do so.
14. CHANGES TO THESE TERMS
14.1 We may update these Terms from time to time. The version applicable to your Order is the one in force when we accept your Order under clause 3.
14.2 For ongoing or framework arrangements, we may notify you of material changes by email or via the Website; continued use or ordering after notice constitutes acceptance unless you object in writing within 30 days.
15. GOVERNING LAW AND JURISDICTION
15.1 These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.
15.2 You and we agree that the courts of England and Wales have exclusive jurisdiction, except where mandatory law provides otherwise.
16. CONTACT
For questions about these Terms:
- Email: info@superspree.com